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NetScout Systems, Inc.
NTCT, an industry leader for advanced
network, application and service assurance solutions, announced today that the
Company has filed a preliminary Registration Statement on Form S-4 and a
preliminary Proxy Statement with the U.S. Securities and Exchange Commission
(SEC) in connection with its proposed acquisition of the Communications
business of Danaher Corporation
DHR. While this Registration Statement
and Proxy Statement have not yet become effective and the information
contained therein is subject to change, the filings collectively represent an
important milestone in the process of closing this transaction.
Once these filings have been declared effective, NetScout intends to set a
date for a special meeting for its stockholders to approve the proposals
associated with the transaction, and deliver the final Proxy Statement to its
stockholders. The S-4 Registration Statement and Proxy Statement are available
through the SEC's EDGAR system on www.sec.gov and via NetScout's website at
http://ir.netscout.com/phoenix.zhtml?c=92658&p=irol-acquisitions or
http://ir.netscout.com/phoenix.zhtml?c=92658&p=irol-sec. Danaher Corporation
has also filed its own preliminary Registration Statement on Form S-4
associated with the transaction.
As previously announced on October 13, 2014, NetScout entered into a
definitive agreement to acquire Danaher's Communications business, comprising
Tektronix Communications, Arbor Networks, and certain parts of Fluke Networks.
The combination of NetScout and Danaher's Communications business will be
structured as a Reverse Morris Trust (RMT) transaction under which Danaher
shareholders will receive an aggregate 62.5 million NetScout shares, valued at
approximately $2.4 billion based on NetScout's closing stock price of $38.48
on Wednesday, December 3, 2014. Using the RMT structure, the transaction is
expected to be tax free to Danaher and its shareholders. Upon the completion
of the merger, Danaher's shareholders will own approximately 59.5% of the
combined company and NetScout shareholders will own approximately 40.5% on a
fully diluted basis.
The transaction is expected to close in the summer of 2015, which is the first
half of NetScout's fiscal year 2016, subject to approval by NetScout
shareholders, regulatory approvals and other customary closing conditions, as
well as the receipt by Danaher of a ruling by the U.S. Internal Revenue
Service and opinions of counsel regarding certain tax matters. The Boards of
Directors of both companies have unanimously approved the transaction.
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